Page images
PDF
EPUB

times than the fair market value of the same product at the time, in the locality, or of the membership and rights in an association, company or combination to produce or sell any farm product at a fictitious rate, or of a contract or bond to purchase or sell any farm product at a price greater by four times than the market value of the same product at the time in the locality, the ords, “given for a speculative consideration," or other words clearly showing the nature of the consideration, must be prominently and legibly written or printed on the face of such note or instrument above the signature thereof; and such note or instrument, in the hands of any purchaser or holder, is subject to the same defenses as in the hands of the original owner or holder.

§ 332. How negotiable bonds are made non-negotiable. The owner or holder of any corporate or municipal bond or obligation (except such as are designated to circulate as money, payable to bearer), heretofore or hereafter issued in and payable in this State, but not registered in pursuance of any State law, may make such bond or obligation, or the interest coupon accompanying the same, non-negotiable, by subscribing his name to a statement indorsed thereon that such bond, obliga tion or coupon is his property; and thereon the principal sum therein mentioned is payable only to such owner or holder, or his legal representatives or assigns, unless such bond, obligation or coupon be transferred by indorsement in blank, or payable to bearer, or to order, with the addition of the assignor's place of residence.

ARTICLE XX

LAWS REPEALED; WHEN TO TAKE EFFECT

§ 340. Laws repealed. Of the laws enumerated in the schedule hereto annexed, that portion specified in the last column is hereby repealed.

$ 341. When to take effect. This chapter shall take effect immediately.

An additional act is shown below which is outside the “Negotiable Instruments Law," and other States may have similar acts, so that the statutes of each State should be examined in case the engineer has interest in the matter.

LAWS OF NEW YORK

An Act to amend the Penal Code, relative to violation of The Negotiable Instruments Law.

Section 1. The penal code is hereby amended by inserting at the end of title twelve the following new sections:

§ 384m. Notes given for patent rights. - A person who takes, sells or transfers a promissory note or other negotiable instrument, knowing the consideration of such note or instrument to consist in whole or in part of the right to make, use or sell any patent invention or inventions, or any invention claimed or represented to be patented, without having the words "given for a patent right" written or printed legibly and prominently on the face of such note or instrument above the signature thereto, is guilty of a misdemeanor.

§ 384n. Notes given for a speculative consideration. - A person who takes, sells or transfers a promissory note or other negotiable instrument, knowing the consideration of such note or instrument to consist in whole or in part of the purchase price of any farm product at a price greater by four or more times than the fair market value of the same product at the time in the locality, or in which the consideration shall be in whole or in part membership of and rights in an associar tion, company or combination to produce or sell any farm product at a fictitious rate, or of a contract or bond to purchase or sell any farm product at such rate, without having the words "given for a speculative consideration," or other words clearly showing the nature of the consideration prominently and legibly written or printed on the face of such note or instrument above the signature thereof is guilty of a misdemeanor.

§ 2. Section two of chapter sixty-five of the laws of eighteen hundred and seventy-seven, and section two of chapter two hundred and sixty-two of the laws of eighteen hundred and ninety-one, are hereby repealed.

§ 3. This aot shall take effect the first day of October, eighteen hundred and ninety-seven.

CHAPTER XI

RAILROADS

Interest of Engineers. Civil engineers or mechanical engineers are nowadays so often selected for the management and operation of railroads that a special chapter on railroads seems appropriate; electrical engineers in the near future may be expected to have a similar and equal interest. The engineer's interest is not restricted to location and construction, but extends to operation and to management.

Route. The first duty in connection with a railroad project is the selection of the general route, in pursuance of the wishes of the projectors in the case of a new railroad, or of the proper officials in the case of extension of an existing railroad. In either case this is commonly a preliminary either to securing or to formally extending a charter. The general route stated should be sufficiently explicit to meet the requirements of law but not so closely defined as to limit such freedom of action and selection as is allowable under the law. In a venture of this magnitude, the services of a lawyer should be available and preferably in consultation with the engineer. In some cases exact location may be required previous to incorporation, in others not.

Incorporation. The details of incorporation differ from those necessary for business corporations, but those are the lawyer's, and not the engineer's duty. So far as the route is concerned, the approval of the engineer is properly necessary. The raising of funds belongs to the incorporators; nevertheless the engineer should read and come to understand the laws of the State dealing with the incorporation of railroads. It is worth his while to have a broad outlook over the entire railroad field.

Financing. In financing railroads, in earlier days all the money required was in some cases raised by stock subscription. Nearly all of the railroads now are financed in part from the sale of bonds. Stocks and bonds of railroad companies are of great variety. Among the classes of stock there are common and preferred; the latter may be 1st preferred or 2d preferred, cumulative or non-cumulative.

Bonds. Bonds are more commonly mortgage bonds, but often are not. One railroad has 1st, 2d, 3d, 4th, and 5th mortgage bonds. There are also income bonds which in some cases are little better than preferred stock. Some bonds are “convertible" into preferred stock, some into common stock. Equipment bonds are not uncommon. There are also occasionally prior lien bonds, and other bonds with various names and characteristics. Following the customs of their country, English owners often show a preference for “debentures” or debenture bonds, the terms of which are such that foreclosure is not possible for non-payment of interest when due.

Most of the special forms of bond and much of the preferred stock are the result of re-financing or re-organizing, in many cases after railroads have been placed in the hands of a receiver. With railroads whose credit is satisfactory, the common stock and mortgage bonds usually furnish sufficient variety to satisfy investors.

The railroads of the United States as a whole show a moderate excess of bonds over stock. Individual railroads show great differences in the proportion between the two, even among the important systems.

At the close of the year 1915, 38,861 miles of railroad with stock and funded debt amounting to $2,372,204,457, were in the hands of receivers, more commonly from inability to pay interest on their bonds but sometimes, more directly from inability to meet other obligations. Receiver's certificates are another form of security issued to acquire funds necessary to tide over an emergency during the receivership. They are issued to protect the interests of the creditors, under the orders of the Court, and thus properly have priority over the bonds and all other forms of indebtedness.

Location. The definite location of the line of railroad is the next step in order. This must be followed, or accompanied, by the filing of plans, and perhaps profiles, of the located lines; these filings must comply with the laws of the State involved, and with United States laws in case the public domain is entered or crossed. The maps filed must be adequate to the purpose. The requirements involve the kind of maps and perhaps the scales, and also the forms of certificates to accompany them. Here again the lawyer is necessary, unless the engineer has had previous experience in exactly the same thing. Unless State laws or the charter confer the right to enter private lands for surveying purposes, or until by right of eminent domain a right is obtained, entry upon lands may be a trespass. The charter very frequently does authorize such entry subject ordinarily to the payment of damage actually caused, if any.

Approval Necessary. It should be understood that a location by an engineer, not reported to the company nor accepted by it, does not secure title to the company. Acceptance or approval by some adequate official authority is necessary. Priority over another company is not secured until

« PreviousContinue »